[LETTERHEAD OF LAKELAND INDUSTRIES, INC.]
May 13, 1996
Dear Stockholder,
I am pleased to extend to you my personal invitation to attend the 1996
Annual Meeting of Stockholders of Lakeland Industries, Inc. (the "Company") on
Wednesday, June 19, 1996 at 10:00 a.m. at the Holiday Inn, 3845 Veterans
Memorial Hwy, Ronkonkoma, NY 11779.
The accompanying Notice of Annual Meeting and Proxy Statement contain a
description of the formal business to be acted upon by the stockholders. At the
meeting, I intend to discuss the Company's performance for its fiscal year ended
January 31, 1996 and its plans for the current fiscal year. Certain members of
the Company's Board of Directors and officers of the Company, as well as
representatives of Grant Thornton, the Company's independent auditors, will be
available to answer any questions you may have, or to make a statement if they
wish to.
While I am looking forward to seeing you at the meeting, it is very
important that those of you who cannot personally attend assure your shares are
represented. I urge you therefore to sign and date the enclosed form of proxy
and return it promptly in the accompanying envelope. If you attend the meeting,
you may, if you wish, withdraw any proxy previously given and vote your shares
in person.
Sincerely,
/s/ Raymond J. Smith
Raymond J. Smith
President and Chairman of the Board
LAKELAND INDUSTRIES, INC.
NOTICE OF
1996 ANNUAL MEETING OF STOCKHOLDERS
June 19, 1996
TO THE STOCKHOLDERS OF LAKELAND INDUSTRIES, INC.:
Notice is hereby given that the Annual Meeting of Stockholders of
Lakeland Industries, Inc., a Delaware corporation (the "Company"), will be held
on Wednesday, June 19, 1996 at 10:00 a.m. at the Holiday Inn, 3845 Veterans
Memorial Hwy, Ronkonkoma, NY 11779 for the following purposes:
1. To elect one Class I member of the Board of Directors, and
2. To transact such other business as properly may come before
the meeting or any adjournment thereof.
Each share of the Company's Common Stock will be entitled to one vote
upon all matters described above. Stockholders of record at the close of
business on April 29, 1996 will be entitled to notice and to vote at the
meeting.
May 13, 1996
BY ORDER OF THE BOARD OF DIRECTORS
Christopher J. Ryan, Secretary
PLEASE DATE, VOTE AND SIGN THE ENCLOSED PROXY AND RETURN PROMPTLY.
AN ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES,
IS ENCLOSED FOR THIS PURPOSE.
LAKELAND INDUSTRIES, INC.
711-2 Koehler Ave.
Ronkonkoma, New York 11779
PROXY STATEMENT
1996 Annual Meeting of Stockholders
June 19, 1996
GENERAL INFORMATION
-------------------------
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of Lakeland Industries, Inc. (the "Company") of proxies
from the holders of the Company's $.01 par value Common Stock (the "Common
Stock") for use at the 1996 Annual Meeting of Stockholders to be held on June
19, 1996, and at any adjournment thereof (the "Annual Meeting").
This proxy statement, the accompanying form of proxy and the Company's 1996
Form 10-K (which includes the Company's Annual Report to Stockholders) are first
being sent to the Company's stockholders on or about May 13, 1996.
The accompanying proxy may be revoked by the person giving it at any time
prior to its being voted; such revocation may be accomplished by a letter, or by
a properly signed proxy bearing a later date, filed with the Secretary of the
Company prior to the Annual Meeting. If the person giving the proxy is present
at the meeting and wishes to vote in person, he or she may withdraw his or her
proxy at that time.
The Company has borne all costs of solicitation of proxies. In addition to
solicitation by mail, there may be incidental personal solicitations made by
directors, officers and regular employees of the Company and its subsidiaries.
The cost of solicitation, including the payments to nominees who at the request
of the Company mail such material to their customers, will be borne by the
Company.
VOTING SECURITIES AND STOCK OWNERSHIP OF OFFICERS,
DIRECTORS AND PRINCIPAL STOCKHOLDERS
All holders of record of the Common Stock at the close of business on April
29, 1996, are entitled to notice of and to vote at the Annual Meeting. At the
close of business on April 29, 1996, there were 2,550,000 shares of outstanding
Common Stock, each entitled to one vote per share on all matters to be voted
upon at the Annual Meeting. The Company's stockholders do not have cumulative
voting rights.
The following table sets forth information as of April 29, 1996, with
respect to beneficial ownership of the Company's Common Stock by all persons
known by the Company to own beneficially more than 5% of the Common Stock, each
director and nominee for director of the Company and all directors and officers
of the Company as a group. All persons listed have sole voting and investment
power with respect to their shares of Common Stock.
Name and Address Number of Common Percent of
Beneficial Owner Shares Beneficially Owned Class
- - ------------------- ------------------------ -----
Raymond J. Smith 579,500 (1) 21.323%
711-2 Koehler Ave.
Ronkonkoma, NY 11779
Christopher J. Ryan 248,972 (2)(6) 9.16%
711-2 Koehler Ave.
Ronkonkoma, NY 11779
Joseph P. Gordon 140,500 5.17%
177-23 Union Tpke.,
Flushing, NY 11366
John J. Collins, Jr. 126,400 (3) 4.65%
Eric O. Hallman 70,000 (3) 2.57%
Walter J. Raleigh 6,000 (4) .022%
All officers and directors
as a group (7 persons) 1,075,822 (5) 39.65%
- - --------------------------
Included in the above are fully exercisable options to purchase the
Company's common stock, as follows:
(1) 9,000 shares granted on June 5, 1991; and 44,500 shares granted January 1
and 2, 1994;
(2) 40,000 shares granted on May 28, 1991; and 8,750 shares granted January 1,
1994;
(3) 5,000 shares granted on June 5, 1991; and 1,000 shares granted on June 15,
1994 to each of Mr. Hallman and Mr. Collins;
(4) 5,000 shares granted on April 18, 1991 and 1,000 shares granted June 15,
1995;
(5) 164,700 shares (at $1.37 to $4.25 per share) granted between June 4, 1986
and June 15, 1995
(6) Mr. Ryan disclaims beneficial ownership of 15,000 shares owned
by his wife.
Proposal 1 -
ELECTION OF DIRECTORS
The Company's Certificate of Incorporation provides for three classes of
directors with staggered terms of office and provides that upon the expiration
of the terms of office for a class of directors, nominees for each class shall
be elected for a term of three years to serve until the election and
qualification of their successors or until their earlier resignation, death or
removal from office. The Company currently has one Class I director, two Class
II directors and two Class III directors. At the 1996 Annual Meeting there is
one nominee for director in Class I. The incumbent Class III and Class II
directors have two years and one year, respectively, remaining on their terms of
office.
The Company has no reason to believe that the nominee will be disqualified
or unable to serve, or will refuse to serve if elected. However, if a nominee is
unable or unwilling to accept election, the proxies will be voted for such
substitute as the Board of Directors may select. It is intended that the shares
represented by proxies will be voted, in the absence of contrary instructions,
for the election as director of the nominee for Class I named in the following
table. The Board of Directors has nominated and Management recommends the
election of the person listed in the following table as a Class I director. The
table also sets forth the names of the two directors in Class II and the two
directors in Class III whose terms of office have not expired, their ages, their
positions with the Company and the period each has served as a director of the
Company. There are no family relationships among the Board members.
Position
With the Director
Name Age Company Since
-----------------------------------------------------------------------------
NOMINEE FOR DIRECTOR
CLASS I
(Nominee for 3 Year Term Expiring in June, 1999)
-----------------------------------------
Christopher J. Ryan 44 Executive Vice President - 1986
Finance, Secretary and Director
INCUMBENT DIRECTORS - CLASS II
(1 Year Remaining on Term Expiring in June, 1997)
-----------------------------------------
John J. Collins, Jr. 53 Director 1986
Eric O. Hallman 52 Director 1982
INCUMBENT DIRECTORS - CLASS III
(Two Years remaining on Term
Expiring in June, 1998)
------------------------------------------
Raymond J. Smith 57 Chairman of the Board, 1982
President and Director
Walter J. Raleigh 68 Director 1991
The principal occupations and employment of the nominee for director and
for the directors continuing in office are set forth below:
Christopher J. Ryan has served as Executive Vice President-Finance and
director since May, 1986 and Secretary since April 1991. From October 1989
until February 1991 Mr. Ryan was employed by Sands Brothers, Mitchell Co. Ltd.
and Rodman & Renshaw, Inc., both investment banking firms. Prior to that, he was
an independent consultant with Laidlaw Holding Co., Inc., an investment banking
firm, from January 1989 until September 1989. From February, 1987 to January,
1989 he was employed as the Managing Director of Corporate Finance for Brean
Murray, Foster Securities, Inc. He was employed from June, 1985 to March, 1986
as a Senior Vice President with the investment banking firm of Laidlaw Adams
Peck, Inc., a predecessor firm to Laidlaw Holdings, Inc.
John J. Collins, Jr. has been Senior Vice President of Liberty Brokerage, a
government securities firm, since January 1987. From 1977 to January, 1987, he
was Executive Vice President of Chapdelaine GSI, a government securities firm.
Eric O. Hallman has been a director of the Company since its incorporation.
He was President of Naess Hallman Inc., a shipbrokering firm, between 1984 and
1991. Mr. Hallman was also affiliated between 1991 and 1992 with Finanshuset
(U.S.A.), Inc., a shipbrokering and international financial services and
consulting concern, and is currently an officer of Sylvan Lawrence, a real
estate development company.
Raymond J. Smith, a co-founder of the Company, has been Chairman of the
Board of Directors and President since its incorporation in 1982.
Walter J. Raleigh, is a director of Clinton Mills, Inc. and was president
of Clinton Mills Sales, Co. Division, N.Y. from 1974 to 1995. Clinton Mills was
a textile manufacturer of woven fabrics. Mr. Raleigh retired from Clinton Mills
in 1995 and now is a Senior Adviser to CMI Industries, Inc., the successor
company to Clinton Mills. Mr. Raleigh is a director of Kerry Petroleum Company,
an oil and gas development company, and the New York Board of Trade, on which he
has also served as a Senior Vice President since 1981.
During the year ended January 31, 1996, the Board of Directors of the
Company met three times, and four of the five members of the Board of Directors
attended at least 75% of the aggregate of (1) the total number of meetings of
the Board of Directors held during the period when he was a director, and (2)
the total number of meetings held by all committees of the Board of Directors on
which he served (during the periods when he served).
Committees of the Board of Directors are as follows:
1- The Stock Option and Compensation Committee is responsible for
evaluating the performance of the Company's management, fixing or determining
the method of fixing compensation of the Company's salaried employees,
administering the Company's Stock Option and 401K/ESOP Plans, and reviewing
significant amendments to a subsidiary's employee pension benefit plan. The
Committee also, in conjunction with the Chief Executive Officer, considers the
qualifications of prospective Directors of the Company and, as vacancies occur,
recommends nominees to the Board of Directors for appropriate action. The Stock
Option and Compensation Committee (which also functions as a nominating
committee for nominations to the Board) will consider nominees to the Board
recommended by stockholders. Such recommendations must be in writing and sent to
the Secretary of the Company no later than January 31st of the year in which the
Annual Meeting is to be held, accompanied by a brief description of the proposed
nominee's principal occupation and his or her other qualifications which, in the
stockholder's opinion, make such person a suitable candidate for nomination to
the Board. This Committee met once during the year ended January 31, 1996. The
committee members are:
John J. Collins, Jr., Eric O. Hallman, and Walter J. Raleigh
Compensation Committee Interlocks and Insider Participation
Committee members are outside directors that do not serve in any other
capacity with respect to the Company or any of its subsidiaries. Messrs. Collins
and Hallman are partners of POMS Holding Co., see Certain Relationships and
Related Transactions (Page 9).
2- The Audit Committee was formed in September, 1987 and is responsible for
recommending to the Board of Directors the appointment of independent auditors
for the fiscal year, reviewing with the independent auditors the scope of their
proposed and completed audits, and reviewing with the Company's financial
management and its independent and internal auditors and other matters relating
to audits and to the adequacy of the Company's internal controls structure. This
Committee met once during the year ended January 31, 1996.
The committee members are:
John J. Collins, Jr., Eric O. Hallman, and Christopher J. Ryan
COMPENSATION OF EXECUTIVE OFFICERS
______________________________________
The table below sets forth all salary, bonus and all other compensation
paid to the Company's chief executive officer and each of the Company's other
executive officers (who earned more than $100,000 per year in salary and bonus)
for the years ended January 31, 1996, 1995 and 1994:
Name and All Other
Principal Position Year Salary Bonus Compensation
- - ------------------ ---- ------ ----- ------------
Raymond J. Smith, 1996 $225,000 $28,653
Chairman, President and CEO 1995 195,000 29,250
1994 180,000
Christopher J. Ryan, 1996 115,000 55,956
Executive V.P.-Finance 1995 115,000 17,250
and Secretary 1994 106,154
Harvey Pride, Jr. 1996 115,000 9,044
Vice President- 1995 108,619 16,044
Manufacturing 1994 105,950
There are three executive officers with salary and bonus totaling $100,000.
There were no pension or retirement plans or other benefits, payable or accrued,
for such persons during fiscal year 1996. The Company has entered into
employment contracts with certain executive officers providing for annual
compensation of $225,000 for Mr. Smith and $115,000 each, for Messrs. Ryan and
Pride. Mr. Smith has a three year contract which expires on January 31, 1998,
Mr. Pride has a two year contract which expires on January 31, 1997 and Mr. Ryan
has a two year contract which expires on January 31, 1997. All contracts are
automatically renewable for one or two year terms, unless in various instances
30 to 120 days notice is given by either party. The above named executives
participate in the Company's 401-K Plan which commenced on January 1, 1995. The
Company has not made a contribution to this plan.
These employment contracts are similar in nature and include disability
benefits, vacation time, non-compete and confidentiality clauses. There are no
provisions for retirement. Messrs. Smith, Ryan and Pride's contracts have an
additional provision for annual bonus based on the Company's performance and
based upon earnings per share formulas determined by the Stock Option and
Compensation Committee of the Board of Directors of the Company. All contracts
contain language substantially similar to the following change in control
clause:
"Upon the occurrence of a change in control..., you shall have the right to
terminate, at your option this agreement within 10 to 45 days after the
occurrence of such change in control. Upon the effective date of such
termination, you shall be entitled to receive a lump sum severance amount equal
to the sum of (i) the greater of the present value of your base salary in effect
at the time of the change in control for one year or the present value of your
base salary in effect at the time of the change of control for the remainder of
the term and (ii) the estimated amount which would have been payable to you
pursuant to any bonus as set forth in this agreement for the fiscal year during
which the change in control occurred, as determined in good faith by the (Stock
Option and Compensation Committee) Board of Directors of the Company based upon
the Company's results of operations for the fiscal year through the effective
date of the termination and its historical results of operations and pro-rated
to the effective date of termination...
In the event of a disposition by the Company (whether direct or indirect,
by sale of assets or stock, merger, consolidation or otherwise) of all or
substantially all of its business and/or assets the Company will require any
successor, to expressly assume and agree to perform this agreement in the same
manner and to the same extent that the Company would be required to perform if
no such disposition had taken place."
STOCK OPTION AND COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Policies: The compensation policy of the Company is to provide its
executive officers and management with a level of pay and benefits that will
assure the Company's competitiveness and continued growth, and allow the Company
to retain key executives critical to this long-term success and attract and
retain qualified personnel. The Company competes for talented executives in a
market segment where successful entrepreneurial executives are highly
compensated. It also competes for executives with a background in manufacturing
and selling protective safety garments. As a result, to obtain and retain highly
qualified and motivated executives, the Compensation Committee has deemed it
desirable to structure employment arrangements which compensate highly for high
profitability and performance and to enter into written employment agreements
with its senior executive officers.
The Compensation Committee's responsibilities include overseeing the
Company's compensation policies., supervising compensation for management and
employee benefits and administering the Company's stock option and other
employee benefit plans.
The Compensation Committee also develops and negotiates employment
agreements with key executive officers. These employment agreements include base
salaries and incentive compensation arrangements designed to reward management
for achieving certain production or performance levels. The Compensation
Committee is also responsible for developing or reviewing incentive compensation
arrangements which the Company enters into with executive officers and key
individuals, other than those senior executives that have written employment
agreements. See "Compensation of Executive Officers".
In order to determine appropriate levels of executive compensation, the
Compensation Committee reviews various factors, including individual
performance, and evaluates the progress of the Company towards attaining its
long-term profit and return on equity goals. Compensation packages for senior
executive officers have been structured to attempt to compensate them to a
substantial extent on a combination of the profitability of the Company as a
whole and the productivity of their individual departments.
Particulars: Messrs. Eric O. Hallman, John J. Collins, Jr. and Walter J.
Raleigh were members of the Company's Stock Option and Compensation Committee
when it ratified Mr. Smith's employment contract on September 7, 1994, and also
Mr. Ryan's and Pride's employment contracts which were renewed February 1, 1995.
Mr. Walter J. Raleigh joined the Board of Directors on April 18, 1991, as a
third outside director and with Messrs. Hallman and Collins, these three outside
directors presently make up the Stock Option and Compensation Committee.
Messrs. Smith, Pride and Ryan were awarded base compensations of $225,00,
$115,000 and $115,000, for fiscal 1996, respectively. In addition, the Committee
reviewed what was normally paid the President and Chairman in Mr. Smith's case
and Executive Vice President Finance and In-House Counsel in Mr. Ryan's case and
the Chief Manufacturing Executive in Mr. Pride's case, in public companies of
Lakeland's size and concluded that the compensation package represented close to
the median of what other officers were being compensated in like public
companies of comparable size after reviewing Growth Resources Officer
Compensation Report Tenth Edition - Panel Publications.
These contracts also provide for bonuses in addition to salary based upon
the Company's increase in earnings. No options were granted to any executive
officers during this period and no existing options were exercised by any
officer. (See Directors and Principal Stockholders.) The Stock Option and
Compensation Committee believes that the contracts covering Messrs. Smith, Pride
and Ryan are appropriately tied to their respective levels of expertise, were
constructed below industry norms, and any increases in compensation were and
will be tied to increases in the Company's earnings. The Stock Option and
Compensation Committee also took into consideration that since the inception of
the Company 13 years ago there have been no executive pension plans, deferred
compensation plans, or other compensation or benefit plans for executives in the
Company other than the Company Stock Option Plan and the 401-K/ESOP Plan, the
latter which went into effect 1/1/95.
The Board Compensation Committee Report on Executive Compensation shall not
be deemed incorporated by reference by any general statement incorporating by
reference this proxy statement into any filing under the Securities Act 1933 or
the Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.
Performance Graph
The Corporate Performance Graph, appearing on the following page, obtained
from Media General Financial Services of Virginia, compares the five year
cumulative total return of the Company's common stock with that of a broad
equity market index (NASDAQ), including dividend reinvestment and with that of a
peer group:
Option/SAR Grants in Last Fiscal Year - No stock options were granted to
any employee in fiscal 1996 and no SAR grants have been made since inception of
the Stock Option Plan. However, 1,000 stock options were granted to one
non-employee Director pursuant to the Directors' Plan. See Directors'
Compensation.
Stock Option Plan
Messrs. Smith, Ryan and Pride participate in the Company's Incentive Stock
Option Plan (common stock) as follows:
# of Date Grant
Shares Option of Expiration Date
Granted Price Grant Date Value
- - -----------------------------------------------------------------------------
Mr. Smith 53,500 $1.65 - 2.48 6/5/91 & 1/1/94 6/4/96 & 1/1/99 $124,244
Mr. Ryan 48,750 $1.37 - 2.25 5/28/91 & 1/1/94 5/27/01 & 1/1/2004 $ 74,487
Mr. Pride 29,600 $2.25 - 2.50 6/4/86 & 1/1/94 6/4/96 & 1/1/2004 $ 71,600
There are currently 250,000 option shares available for future grant under
this plan. During the year ended January 31, 1996, no stock options were granted
and no stock options have ever been exerecised under this plan.
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, PEER GROUP AND BROAD MARKET
[GRAPH]
FISCAL YEAR ENDING
COMPANY 1991 1992 1993 1994 1995 1996
LAKELAND IND INC 100 47.06 88.24 123.53 223.53 201.47
PEER GROUP 100 131.57 132.07 138.68 118.68 125.34
BROAD MARKET 100 123.52 123.1 155.07 146.55 205.2
ASSUMES $100 INVESTED ON FEB. 1, 1991
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING JAN. 31, 1996
THE PEER GROUP CHOSEN WAS:
Customer Selected Stock List
THE BROAD MARKET INDEX CHOSEN WAS:
NASDAQ MARKET INDEX
THE PEER GROUP IS MADE UP OF THE FOLLOWING SECURITIES:
ANGELICA CP
EASTCO IND SAFETY CP
SUPERIOR SURGICAL MFG
UNIFIRST CP
SOURCE: MEDIA GENERAL FINANCIAL SERVICES
P.O. BOX 85333
RICHMOND, VA 23293
PHONE: 1- (800) 446-7922
FAX: 1- (804) 649-6097
DIRECTORS' COMPENSATION
Members of the Board of Directors, in their capacity as directors, are
reimbursed for all travel expenses to and from meetings of the board and Messrs.
Collins, Hallman and Raleigh participate in the Company's Non-employee
Directors' Option Plan as follows:
# of Option Date of Expiration
Director Shares Price Grant Date
-------- ------ ----- ----- ----
Mr. Raleigh 5,000 $1.56 4/18/91 4/18/97
Mr. Collins 5,000 1.43 6/5/91 6/5/97
Mr. Hallman 5,000 1.43 6/5/91 6/5/97
Mr. Collins 1,000 3.88 6/15/94 6/15/2000
Mr. Hallman 1,000 3.88 6/15/94 6/15/2000
Mr. Raleigh 1,000 4.25 6/15/95 6/15/2001
There are currently 42,000 option shares available for future grant under
this plan. During the year ended January 31, 1996, 1,000 options were granted to
Mr. Raleigh and no options have ever been exercised under this plan. Outside
Directors received $750 each as compensation for serving on the Board. There are
no charitable award or director legacy programs.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
POMS Holding Co. ("POMS", a partnership consisting of Raymond J. Smith,
Eric O. Hallman, John J. Collins, Jr., Joseph P. Gordon, Harvey Pride, Jr. and
certain other stockholders of the Company) leases to the Company a 90,308 square
foot disposable garment manufacturing facility in Decatur, Alabama. Under leases
effective January 1 and March 1, 1995 and expiring on August 31, 1999, the
Company pays an annual rent of $364,900 and is the sole occupant of the
facility.
The Company received a $3,000 monthly rent reduction from POMS (that
commenced August 1, 1991 and continued until August 31, 1994, and during January
1994, the Company received an additional one time rent reduction of $5,000. For
the years ended January 31, 1996, 1995 and 1994 this rent reduction amounted to
$0, $21,000, and $41,000, respectively.
During September 1992 Highland, a former wholly-owned subsidiary of the
Company, relocated to Somerville, Alabama from the above mentioned Decatur
facility. Highland entered into $1,500 month to month lease agreement for 12,000
sq. ft. of manufacturing space, sharing this same Somerville location with
Chemland, another former wholly-owned subsidiary of the Company. Chemland
currently has a $1,600 month to month lease agreement for 12,000 sq. ft. This
Somerville facility is owned by Harvey Pride, Jr., an officer of the Company.
The Company believes that all rents paid to POMS and Harvey Pride, Jr. by
the Company, Highland and Chemland Divisions are comparable to what would be
charged by an unrelated third party. The net rent paid to POMS by the Company
for the year ended January 31, 1996, amounted to $331,950 and the total rent
paid to Harvey Pride, Jr. by the Company for use by its Highland and Chemland
divisions, for the year ended January 31, 1996, amounted to $37,200.
During the year ended January 31, 1996 the Company made payments totaling
$11,430 to Madison Mobile Storage, Inc. for trailer rentals, and $564,519 for
expenses incurred by Madison Mobile Storage, Inc. in running the Company's
Missouri facility. Such expenses included payroll, insurance, auto and other
miscellaneous expenses. The principal shareholder of Madison Mobile Storage,
Inc. is Mr. Harvey Pride, Jr. who is also an officer of the Company.
The Company paid or accrued legal fees of $375 for the fiscal year ended
January 31, 1996 to the law firm of Wildman, Harrold, Allen, Dixon & Smith, the
Company's General Counsel, of which a partner, Mr. Thomas Smith, is the brother
of Raymond J. Smith.
OTHER MATTERS
The Board of Directors knows of no matters other than those described above
that may come before the Annual Meeting. As to other matters, if any, that
properly may come before the Annual Meeting, the Board of Directors intends that
proxies in the accompanying form will be voted in respect thereof in accordance
with the judgment of the person or persons voting the proxies.
STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Stockholder proposals for inclusion in the Company's Proxy Statement for
the 1997 Annual Meeting of Stockholders must be received by the Company not
later than January 1, 1997. The person submitting the proposal must have been a
record or beneficial owner of the Company's Common Stock for at least one year
and must continue to own such securities through the date on which the meeting
is held, and the securities so held must have a market value of at least $1,000.
Any such proposal will be included in the Proxy Statement for such Annual
Meeting if the rules of the Securities and Exchange Commission are complied with
as to the timing and form of such proposal, and the content of such
stockholder's proposal is determined by the Company to be appropriate under
rules promulgated by the Commission.
By the Order of the Board of Directors
Christopher J. Ryan,
Secretary
May 13, 1996
Lakeland Industries, Inc. o 711-2 Koehler Avenue o Ronkonkoma, New York
11779-7410
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Raymond J. Smith and John J. Collins as proxies,
each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated below, all the shares of common stock of
Lakeland Industries, Inc. held of record by the undersigned on April 29, 1996,
at the annual meeting of stockholders to be held on June 19, 1996 or any
adjournment thereof.
1. ELECTION OF DIRECTORS
/ / FOR nominee listed below / / WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for nominee listed below
Christopher J. Ryan
(Instruction: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)
_______________________________________________________________________________
2. OTHER BUSINESS
1. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(Continued and to be signed on the other side)
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this proxy will be voted
for Proposal 1.
DATED:________________1996
_________________________
Signature
_________________________
Signature if held jointly
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give title as such. If a corporation, please sign in
full corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
PLEASE DATE, VOTE, SIGN AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.